SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Buffets, Inc.
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(Exact name of Registrant as specified in its charter)
Minnesota 41-1462294
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1450 Buffet Way
Eagan, Minnesota 55121
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective and is effective pursuant
to General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which each
be so registered class is to be registered
None Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Effective June 4, 2000, Buffets, Inc. amended the Rights Agreement, dated
as of October 24, 1995, between Buffets and American Stock Transfer & Trust
Company, as Rights Agent.
The amendment of the rights agreement effected the following changes:
(1) rendered the rights agreement inapplicable to the merger and the other
transactions contemplated by the Agreement and Plan of Merger, dated
as of June 4, 2000, among Buffets, Inc., Big Boy Holdings, Inc., and
Big Boy Merger Corporation; and
(2) provided for all outstanding rights under the rights agreement to
terminate immediately before the effective time of the merger
described above.
The foregoing summary of the amendment is not complete and is qualified in
its entirety by reference to the First Amendment to Rights Agreement, which is
attached as an exhibit hereto and incorporated by reference herein.
Item 2. Exhibits.
1. First Amendment to Rights Agreement, dated as of June 4, 2000, between
Buffets, Inc. and American Stock Transfer & Trust Company, as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BUFFETS, INC.
Dated: June 13, 2000 By: /s/ Richard Michael Andrews, Jr.
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Its: Chief Financial Officier
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FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of June 4, 2000, between Buffets, Inc., a
Minnesota corporation (the "Company"), and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), amends the Rights Agreement,
dated as of October 24, 1995 (the "Rights Agreement").
Recitals
A. The Company intends to enter into an Agreement and Plan of Merger, dated
as of the date hereof (as it may be amended or supplemented from time to time,
the "Merger Agreement") among the Company, Big Boy Holdings, Inc., a Delaware
corporation ("Buyer"), and Big Boy Merger Corporation, a Minnesota corporation
and wholly owned subsidiary of Buyer ("Buyer Subsidiary"), with respect to a
merger of the Company and Buyer Subsidiary (the "Merger").
B. The Company and the Rights Agent have executed and entered into the
Rights Agreement.
C. Pursuant to Section 27 of the Rights Agreement, the Company may from
time to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof.
D. The Board of Directors has determined that the Merger and the other
transactions contemplated by the Merger Agreement are fair to and in the best
interests of the Company and its shareholders.
E. The Board of Directors has determined that it is in the best interests
of the Company and its shareholders to amend the Rights Agreement to exempt the
Merger Agreement, the Merger, and the other transactions contemplated by the
Merger Agreement from the application of the Rights Agreement.
Agreement
Now, therefore, the Rights Agreement is hereby amended as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended by adding the following sentence at the end of the
last sentence thereof:
Notwithstanding anything in this Agreement to the contrary, neither
Big Boy Holdings, Inc., a Delaware corporation ("Big
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Boy"), nor any direct or indirect wholly owned subsidiary of Big Boy
shall be deemed to be an Acquiring Person solely as a result of the
approval, execution, or delivery of the Agreement and Plan of Merger,
dated as of June 4, 2000, among the Company, Big Boy, and Big Boy
Merger Corporation (as such agreement may be amended from time to
time, the "Big Boy Merger Agreement") or the consummation of the
merger or the other transactions contemplated by the Big Boy Merger
Agreement.
2. Section 7(a) of the Rights Agreement is hereby amended and restated in
its entirety as follows:
Subject to Section 11(a)(ii) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided in this Agreement) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly
completed and executed, to the Rights Agent at the office or offices
of the Rights Agent designated for such purpose, together with payment
of the Purchase Price for each one one-hundredth of a Preferred Share
as to which Rights are exercised, prior to the earliest of (i) the
close of business on November 13, 2005 (the "Final Expiration Date"),
(ii) the time at which the Rights are redeemed as provided in Section
23 (the "Redemption Date"), (iii) the time at which such Rights are
exchanged as provided in Section 24, or (iv) the time immediately
prior to the effective time of the merger of the Company contemplated
by the Big Boy Merger Agreement.
3. Section 15 of the Rights Agreement is hereby modified and amended to add
the following sentence at the end thereof:
Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy, or
claim under this Agreement in connection with any transactions
contemplated by the Big Boy Merger Agreement.
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4. The Rights Agreement is hereby further modified and amended by adding a
new Section 34 to the end thereof to read in its entirety as follows:
Section 34. Big Boy Merger Agreement. Notwithstanding any other
provision of this Agreement, neither the approval, execution, or
delivery of the Big Boy Merger Agreement nor the consummation of the
merger or the other transactions contemplated by the Big Boy Merger
Agreement shall be deemed to be an event described in Section
11(a)(ii) or Section 13, nor will such performance or consummation
result in the occurrence of a Shares Acquisition Date, a Distribution
Date, or any other separation of the Rights from the underlying Common
Shares, nor entitle or permit the holders of the Rights to exercise
the Rights or otherwise affect the rights of the holders of the
Rights, including giving the holders of the Rights the right to
acquire securities of any party to the Big Boy Merger Agreement.
5. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but such counterparts shall together
constitute the same instrument.
6. This Amendment shall be deemed to be a contract made under the laws of
the State of Minnesota and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
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In Witness Whereof, this Amendment has been duly executed by
the Company and the Rights Agent as of the date first written above.
BUFFETS, INC.
By: /s/ Kerry A. Kramp
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Name: Kerry A. Kramp
Title: President and Chief Operating
Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
